<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FROM 8-K/A
Amendment #2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
April 8, 1997
-------------
Date of Report (date of earliest event reported)
Video City, Inc.
----------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-14023 95-3897052
---------------- --------------- ---------------
(State or other Commission File (IRS Employer
jurisdiction of Number) Identification
Incorporation) Number)
6840 DISTRICT BOULEVARD, BAKERSFIELD, CALIFORNIA 93313
------------------------------------------------------
(Address of principal executive offices)
(805) 397-7955
--------------
(Registrant's telephone number, including area code)
Prism Entertainment Corporation
-------------------------------
(Former Name)
6851 McDivitt Drive, Suite A, Bakersfield, California 93313
-----------------------------------------------------------
(Former Address)
<PAGE>
VIDEO CITY, INC.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) In conjunction with the merger of Lee Video City, Inc. into Prism
Entertainment Corporation, the registrant's name was changed from Prism
Entertainment Corporation to Video City, Inc. BDO Seidman, LLP has been
selected as the independent accountants for Lee Video City, Inc. for its fiscal
year ended December 31, 1996 and for Video City, Inc. for the fiscal year ended
January 31, 1997. BDO Seidman, LLP served as Prism Entertainment Corporation's
independent accountants prior to the merger. KPMG Peat Marwick, LLP served as
Lee Video City, Inc.'s independent accountants for the fiscal years ending
December 31, 1995 and 1994.
(b) There were no disagreements with KPMG Peat Marwick, LLP and Lee Video
City, Inc. within the meaning of Item 304 of Regulation S-K on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure in connection with the audit of Lee Video City, Inc.'s
financial statements for the fiscal year ended December 31, 1995 and 1994, or
for the subsequent interim period through January 1997, which disagreements if
not resolved to their satisfaction would have caused KPMG Peat Marwick, LLP to
issue an adverse opinion or a disclaimer of opinion, and neither report
contained an adverse opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope or accounting principles.
(c) During the two most recent fiscal years, there have been no
reportable events (as defined in Item 304 of Regulation S-K) with KPMG Peat
Marwick, LLP. Lee Video City, Inc. has not consulted with BDO Seidman, LLP
regarding the application of accounting principles to a specified transaction or
the type of audit opinion that might be rendered on the financial statements
during the two most recent fiscal years through the date of the merger.
(d) A letter of KPMG Peat Marwick, LLP addressed to the Securities and
Exchange Commission is included as Exhibit 11.0 to the form 8-K.
(e) The change in auditors was approved by the Board of Directors of
Video City, Inc. in January, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
Number Description
------ -----------
11.0 Letter of KPMG Peat Marwick, LLP to the Securities
and Exchange Commission included herein pursuant to
the requirements of Item 304(a) of Regulation S-K.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 11, 1997 By: /s/ Robert Y. Lee
-------------------------
Robert Y. Lee
Chairman of the Board and
Chief Executive Officer
<PAGE>
Exhibit 11
PEAT MARWICK LLP
1999 Avenue of the Stars
Suite 1100
Los Angeles, CA 90067
April 8, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Lee Video City, Inc. (merged with
and into Prism Entertainment Corporation on January 8, 1997 at which time the
registrant's name was changed from Prism Entertainment Corporation to Video
City, Inc.) and, under the date of February 9, 1996, except for Note 5, which is
as of May 28, 1996, we reported on the financial statements of Lee Video City,
Inc. as of December 31, 1995 and for the years ended December 31, 1995 and 1994.
We have read Video City, Inc.'s statements included under item 4 of its 8-K/A-2
dated January 8, 1997, and we agree with such statements, except that we are not
in a position to agree or disagree with Video City, Inc.'s statement that BDO
Seidman, LLP was not consulted regarding the application of accounting
principles to a specified transaction or the type of audit opinion that might be
rendered on Lee Video City, Inc.'s financial statements, nor are we in a
position to agree or disagree that the change in auditors was approved by the
Board of Directors of Video City, Inc. in January 1997.
Very truly yours,
KPMG Peat Marwick LLP